NEW ZEALAND Law and Practice Contributed by: James Cochrane, Andrew Comer, Carlo Wan and Graeme Crombie, Lane Neave
4.2 White Labelling New Zealand does not have a formal “appointed rep- resentative” or “tied agent” regime equivalent to the UK’s Section 21 FSMA gateway or the EU’s MiFID II tied agent framework. However, the FMC Act contemplates mechanisms through which external firms can deliver services under an existing licensed entity’s authorisation: • The FMA recognises white-label derivatives busi- nesses and introducing brokers as distribution channels for licensed derivatives issuers. • The “authorised body” mechanism permits the related body corporate of a licensee to provide a market service covered by that licence without its own separate licence. • The financial advice regime permits: (a) authorised bodies named on a financial advice professional (FAP)’s licence to provide the licensed service without their own licence; (b) nominated representatives engaged by an FAP to give regulated advice on its behalf subject to scope limitations; and (c) interposed persons arrangements where an FAP engages individuals indirectly through other entities (requiring a specific licence con- dition). The applicability of the financial advice regime to crypto-asset services depends on whether the service involves regulated financial advice. Decentralised finance, or “DeFi”, is typically defined by the absence of a central operator or intermedi- ary; protocols are meant to run via smart contracts and distributed governance, not a single controlling entity. Academic and regulatory commentary consist- ently notes that “DeFi” is not a legal category and that accountability becomes blurred where systems are genuinely decentralised. While commonly referred to as “DeFi operators”, decentralised finance protocols often lack a single 5. Decentralised Finance 5.1 Ability to Use DeFi
legal operator; however, regulators increasingly focus on developers, DAO participants, or other persons exercising material influence over protocol or treasury governance or operation. There is no legislation that specifically bans or restricts participation in DeFi protocols in New Zealand, and engaging in blockchain technology – including DeFi activities – is legal. However, DeFi is not subject to a bespoke regulatory framework either. Instead, New Zealand’s existing, technology-neutral legislation applies to DeFi activities according to their specific properties and the functions they perform. Where DeFi involves the offer of financial products or the provision of financial services, or constitutes reporting entity activities under the AML/CFT Act, the relevant obligations attach, regardless of whether the activity is conducted through decentralised or central- ised infrastructure. An IRD Issues Paper from January 2026, titled “Income tax – wrapping, bridging, lending, borrowing and staking crypto-assets”, goes into greater detail regarding the treatment of common DeFi transactions for tax purposes. This paper suggests that because crypto-assets are considered personal property for tax reasons, the same rules apply, just in the different context of DeFi transactions. Fair Dealing If a DeFi operator or entity was to offer financial products for sale within New Zealand, they would be required to comply with the fair-dealing regime. Financial Products New Zealand has a two-tier approach to the offer of financial products. This regime does not turn on the nature of the offeror (CeFi versus DeFi) but instead, on whom the products are being offered to. Offers to certain, sophisticated persons (termed “Wholesale Investors” under the FMC Act) attract a lower level of compliance obligations. Offers to retail investors attract a much higher level of scrutiny, however, with prescriptive compliance obli- gations and safeguards put in place.
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